Page 148 - 2012 Annual Report

148 VIVENDI l 2012 l Annual Report
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3
INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
GRANTS OF STOCK OPTIONS AND PERFORMANCE SHARES
3.3.2. Grant of Performance Shares
3.3.2.1. PERFORMANCE CONDITIONS
The right to acquire performance shares vests at the end of a period of
two years from the date of grant (the “Acquisition Period”) and is subject
to the satisfaction of presence and the achievement of new performance
conditions, as assessed at the end of a period of two consecutive years
and described below in Section 3.3. Shares granted to American, British
or Brazilian citizens are registered in an account at the end of a period of
four years from the grant date.
For plans whose share registration occurs at the end of a two-year period,
the shares must then be retained by the beneficiaries for an additional
two-year period following the acquisition date.
In 2012, a total of 980,612 shares were granted to beneficiaries at the
end of the vesting period of the rights awarded under the 2008/04 US
and 2010 performance share plans. 1,110 shares from the 2011 plan were
granted to the eligible beneficiaries of deceased beneficiaries of shares
and 138,191 rights were canceled upon the termination of employment of
certain beneficiaries.
For 2013, the Supervisory Board at its meeting of February 22, 2013
decided, following a recommendation by the Human Resources
Committee, to set the performance criteria, as assessed at the end of a
period of two consecutive years, as follows:
(a) Internal indicator (70%): for corporate head office, Group EBITDA
margin and each subsidiary, its EBITDA margin, as a function of the
cumulative income from the 2013 and 2014 fiscal years; and
(b) External indicators: performance of Vivendi SA’s shares from
January 1, 2013 to December 31, 2014, according to the Stoxx Europe
600 Telecommunications index (70%) and according to the Media
index comprised of a pre-established panel (30%).
3.3.2.2. PERFORMANCE SHARE GRANTED TO MEMBERS OF THE MANAGEMENT BOARD IN OFFICE ON APRIL 17, 2012 –
2012 – 4 PLAN – AND IN OFFICE ON SEPTEMBER 27, 2012 – 2012 – 9 PLAN (AMF RECOMMENDATIONS, TABLE 6)
Adjusted number of rights
to shares awarded
during the fiscal year
Value of rights under the
method used for Consolidated
Financial Statements (in euros)
Vesting date
of the rights
Date
of disposal
of the shares
Performance
conditions
Jean-François Dubos 60,000 745,200 09/29/14 09/30/16 Yes
Philippe Capron 27,260 267,148 04/18/14 04/19/16 Yes
Jean-Bernard Lévy 61,333 601,063 04/18/14 04/19/16 Yes
Abdeslam Ahizoune 30,667 300,536 04/18/14 04/19/16 Yes
Amos Genish 24,390 239,022 n/a 04/18/16 Yes
Lucian Grainge 25,825 253,085 n/a 04/18/16 Yes
Bertrand Meheut 38,163 373,997 04/18/14 04/19/16 Yes
TOTAL 267,638 2,780,052
n/a: not applicable.
The value used for each Vivendi performance share granted in 2012 is
identical to the value reported in the financial statements pursuant to
IFRS. It is €9.80 for the April grant and €12.42 for the September grant.